Spider-Man: Dark Origins
by spideyboy487
Summary: In this dark retelling of the origin of Spider-Man, Peter Parker must use his new found powers to fight for him and his city when Oscorp begins experiments to create an array of super-humans led by Norman Osborn, the Green Goblin. May contain graphic violence, sexual references and very rare swearing.
1. Spider

_This is a retelling of the origin of Spider-Man. Some of the characters have changed, and aspects have been morphed to suit a darker tone, and some things are completely altered from the original origins.  
_

**Chapter One: Spider**

The bell went to indicate that Period 4 was over. Peter picked his bag up and walked towards the front of the class. His science teacher, Mr. Connors was handing out permission slips for an excursion to Oscorp which was only next week.  
"Bring them in before Monday!" He called out to the class.  
He stopped Peter.  
"What is it, Professor?" Peter asked.  
"Don't let that Flash kid push you around." Connors told him. "I saw what he was doing, you need to stand up for yourself."  
He handed Peter a form and Peter walked out of the class. Peter brushed his hair out of his eyes. He needed a haircut, it was almost at his shoulders.  
"Peter!"  
Peter heard the familiar voice of his best friend since childhood, Gwen Stacey.  
He turned and she came up to him. "We have Math next, come on."  
Peter almost replied, but over Gwen's shoulder, he saw her ex-boyfriend, Harry Osborn storming this way.  
"Parker!" He yelled. "Move, I need to speak to my girl!"  
Peter sighed. He pushed Peter back and grabbed Gwen's arm. "Where've you been?"  
He sounded angry. _Very _angry.  
"We broke up, get over it. Come on Peter." Gwen tried to move, but Harry gripped even tighter and she winced.  
Peter stepped in between her and him. He let go.  
"Maybe you should leave her alone, Harry." Peter's voice trembled with fear.  
Harry pushed him back and he fell. Peter grazed his elbow.  
Peter got up straight away. Harry came for him, but Gwen intercepted.  
"I'll come with you! Just don't touch Peter." She lowered her voice when she said _'Don't touch Peter'. _Peter fixed his glasses and slung his bag over his shoulder. He watched him walk with Gwen up the hall. Flash Thompson and Harry's other friends followed them.  
Peter felt rage bottle up inside him even more.  
"It sucks doesn't it?" Someone behind Peter said.  
Peter turned. Charles Weiderman. He was in the year above Peter, like Harry, but he was smaller and picked on more. Peter had heard that his Dad also beat him.  
"Charles?" Peter asked.  
"Yeah." He was crying.  
"What's wrong?" Peter asked.  
He looked up. His eye was swollen and purple. Peter's eyes widened behind his spectacles.  
"What…happened?" Peter asked. He moved closer to Charles.  
"Flash hit me because I tried to stand up for myself. Word of advice, don't stand up for yourself." Charles told him.  
"Do you wanna go to the nurse? I can take you." Peter told him.  
"Yeah, thanks." Charles tried to smile.  
Peter turned around and Harry stood there.  
"She left me because of you." Harry told him.  
"She left you because you're…" Peter didn't finish. He didn't want what happened to Charles to happen to him.  
"I'm a what?" Harry asked. "I'M A WHAT PARKER?!"  
The bell went, but everyone ignored it.  
Harry rushed forward and grabbed Peter. His other friends helped him.  
"Let me go!" Peter screamed. He tried to get out of their grip, but they were too strong. Peter realised Flash wasn't here.  
The boys dragged him to the school pool and tossed his bag into it. He had all his papers in that. And his phone.  
Harry had two of his friends pin Peter's arms down. Harry pushed Peter's head under the water. His glasses fell off and floated to the bottom of the pool. He couldn't hold his breath much longer. He opened his mouth to scream, but there was no one to hear him, and no air to breathe. He shook his body violently in an attempt to shake them off. They finally pulled his head up. They were all laughing, all of them but Flash. He stood there looking at Peter, his face straight, unemotional.  
Peter's head was suddenly back under the water. He heard screaming from out of the water, but it was muffled. Peter realised, other than being drowned, he was cold. _Really, really _cold. He was shivering, and shaking his body at the same time. His head came back up and he saw Gwen trying to tear Harry off Peter. Harry said something along the lines of _"This is what you get," _to Gwen, but Peter couldn't hear. One of Harry's friends held Gwen back while Harry forced Peter's head down under again.  
Peter finally felt Harry's hand come off Peter's head, and his arms were let go.  
Peter came out of the water and looked at what had happened. Flash had got them to stop. He was arguing with Harry, but eventually, Harry and his friends wondered off. He sneered at Gwen on his way. Gwen ran over to Peter, who was now crouching on the ground, shivering. He was freezing. Shirt and coat were drenched. His hair stuck to his skin like webbing. Flash came over and handed Peter his football jacket.  
"Keep it, I have another one." Flash walked off. Peter watched him walk away. '_Maybe he isn't like the others' _Peter thought.  
Gwen wrapped the jacket around Peter.  
"Are you okay?" She asked.  
"N-No." Peter's teeth clattered.  
Charles was suddenly beside Peter.  
"They've never done something like this before," He said.  
"I-I-I know." Peter got up and looked at Gwen. She was terrified.  
And quite frankly, so was Peter.

Peter had a hot shower. He decided not to tell Aunt May and Uncle Ben about almost being drowned to death. Gwen would no doubt tell them though. Knowing her, they probably already knew since Gwen was here. She told Peter that she wouldn't leave him alone until she knew he didn't have hypothermia 'or something like that'.  
Peter dried himself and walked back to his room. He was about to remove his towel, but Gwen was sitting on his bed.  
"I have to get changed," Peter told her.  
"Yeah, go ahead." She looked out Peter's window.  
"Can you give me some privacy?" He laughed.  
"I won't look." She said.  
He closed his door and turned away from Gwen. He removed his towel and tried to get his underwear on quickly. He did in almost two seconds flat.  
He dressed in warm clothes and sat next to Gwen. She rested her head on his shoulder.  
"I don't know what I saw in that creep. Apart from his good looks." Gwen broke the silence.  
"Quite frankly, I didn't know what you saw in him either." Peter pulled up the covers over them, although they were sitting up.  
"Are you going on that excursion?" Gwen changed the subject.  
"I'll be right back." He smiled and took his sheet off his desk. He jogged downstairs and into the lounge room.  
"Peter! Are you alright? Those boys didn't hurt you too much did they!?" Aunt May walked speedily over to him and hugged him.  
"I'm fine, Uncle Ben, can you sign this, Aunt May is preoccupied with…me." He laughed and handed him the note, while being hugged by Aunt May.  
Uncle Ben took the note and smiled. "Finally, something you would enjoy. Not an athletics or a zoo excursion. He signed it and handed it to Peter. "There you go kid,"  
"Thanks." He detached Aunt May and explained that he was okay to them.  
"Peter, we've decided to go into the school on Friday next week." Uncle Ben told him.  
"No, no, no. That'll make it worse. The boys will do worse things to me." He told them.  
"We're going before school hours so they will never find out." Aunt May added.  
"But," Peter started.  
Uncle Ben raised his hand. "We're going, and that's final."  
Peter sighed and got up. "Thanks for signing the note."  
He stomped upstairs.

**Friday morning the following week…**

After and excruciatingly boring week of school, Peter found himself in the front office as a result of his Uncle and Aunt having to see the school. He had been sitting here for half an hour and had missed most of P.E. which was good for him, because he hated P.E.  
"What are you waiting for?" Peter heard, but barely, since his earpiece was in, and he was listening to music.  
He removed them and looked at the girl who said it. His mouth dropped, but he closed it straight away. A breath taking, red headed girl sat next to him.  
"I'm uh, here because I, I'm Peter." He held a hand out for a hand shake.  
She giggled. "Mary Jane, but you can call me MJ."  
Peter smiled. "Are you new?"  
"Yeah, only got here a minute ago. But you were too busy listening to music." She laughed. "You were singing."  
He buried his head in his hands. The first attractive girl (apart from Gwen) he had talked to without being almost killed by Harry or Flash, he had screwed it up.  
"I feel so embarrassed." He looked up and she was laughing.  
"It was funny. Do you mind if I hang out with you at break and that excursion thingy, I have no friends yet, apart from you" MJ asked.  
He blushed. "Um sure. I don't have a lot of…I mean I do just not at this school."  
"A lot of what? Friends? It's okay, I get it. I wasn't popular until I got pretty. Says a lot." MJ told him.  
"Are you saying I'm not pretty?" Peter asked. He didn't mean it to be a joke, but she laughed at him and told him he was funny.  
Maybe things were finally going to turn around for him.

**Oscorp…**

"Are they ready, Raxton?" Norman asked.  
"The performance enhancers are indeed functional sir, but the suit isn't quite. Give us a week." Dr. Raxton replied.  
"Excellent." Norman laughed.  
"I believe the Midtown High Students are here sir, but your son does not seem to be among them." Raxton told him. He had the security cameras live.  
"He is suspended again. He tried to drown a boy at school." Norman's face became twisted.  
Raxton sighed. "Shall I go and introduce them, show them around a bit and bring them to you sir?"  
"That would be good." Norman Osborn adjusted his tie and left the room. Raxton pulled on his white lab coat and followed him.

"Hello students of Midtown High! I am Doctor. Mark Raxton from the technology department. I am going to be your guide today. Now if you will follow me," Raxton ushered them to the next room.  
"Welcome to the lab where we keep the spiders!" He told them.  
The place was huge. Scientists were everywhere, scurrying around.  
Peter couldn't help it but to have a massive smile on his face.  
"Amazing," Gwen laughed.  
"I know right," Peter commented.  
"I mean, amazing how someone can get so excited by a big science room thing." Gwen replied.  
"Look at all this, it's amazing!" He pulled her in closer with one arm and mushed his right cheek into her left. He used his free arm to wave around in front of them.  
"This is the future," He whispered.  
She pulled away, laughing.  
Peter and MJ both laughed.  
"Spiders?" Charles suddenly appeared, asking.  
"Fifteen genetically enhanced spiders. We injected them with performance enhancers, increasing their speed, strength and awareness." Raxton explained.  
"Fourteen!" A scientist came up behind Raxton, resting his hand on Raxton's shoulder.  
"Everyone, this is Dr. Maxwell Dillon. He does work in both biology and technology. He helped design the spiders." Raxton told the class.  
"There were originally fifteen, but one of them was taken away for further testing. It was better than the rest, took the performance enhancers to a level the other spiders just couldn't." Max explained.  
"Where is it now?" Another student asked.  
"It's in our biology lab a few levels up. Unfortunately, we cannot allow students to go up there." Max told them.  
"Now if you'll follow Raxton, he'll take you to the spiders!" Max dismissed himself.  
"I have to pee," Peter whispered to Gwen.  
"Okay," Gwen replied.  
Peter snuck off and walked up to the teacher.  
"Sir, can I go to the toilet?" He asked.  
"Let me ask someone where you may find it." He turned and asked a woman.  
"Go up that elevator to floor 9. They are to the left of the elevator doors when it arrives." She smiled and walked off.  
"Thanks," Peter walked into the elevator and the doors shut.

Peter turned the tap on and started washing his hands. A door opened to his right. He looked and saw none other than Harry Osborn strolling towards him.  
"You told on me? No wait…you got your parents to tell on me?" Harry picked him up by the shirt and pinned him to the wall. He laughed. "Wait…your parents are dead. I mean your Aunt and Uncle."  
Peter tried to break free, but he couldn't, so he swung his airborne left leg into Harry's crotch and he dropped Peter. He held his crotch and Peter started to run out, but Harry kicked him in the back and he flew through the door into a trolley being pushed by a scientist. He toppled over the railing and down the stairs, the trolley with him. He got to the bottom and was in extreme pain. His arm felt broken. He was laying on his back, with smashed medical equipment all around him.  
He looked up the stairs and the scientist was trembling. "Don't move."  
Peter stayed still. "What is it?"  
"Stay calm, I am going to slowly remove the spider from your body." He said.  
Peter jumped in the air shaking his body. He felt something stinging on his left hand and looked down. The fifteenth genetically enhanced spider was sinking its fangs into Peter's skin. He screamed as he felt the venom run up his arm. The spider dropped to the ground, dead. Peter fell too, landing on his back. The last thing he saw before blacking out was the beautiful face of Mary Jane Watson.

Peter woke up in the hospital. To his right was his Uncle Ben and Gwen Stacey.  
"Peter," Uncle Ben smiled and stood up.  
"Uncle Ben," Peter tried to smile. "What happened?"  
"A spider bit you." Uncle Ben replied. "They can't find the venom, they think it may have leaked from your skin."  
Leaked from his skin? Peter knew that couldn't be true. He had felt it in his arm.  
Gwen got up and Uncle Ben sat down. "You had me worried sick,"  
He smiled. "I'm awake _now_."  
She smiled and a tear left her eye. She brushed the hair from his face and kissed his forehead.  
"I feel…woozy." Peter said.  
"Probably the drugs," Uncle Ben said from behind Gwen.  
"I think I'm gonna," Peter started, but he passed out.

**Chapter Two: Webs  
**_Coming within the next week_


	2. Webs

**Chapter Two: Webs**

"QUIET!" Professor Connors shouted to his homeroom class.  
Students quietened down.  
Peter sat next to Charles. Gwen and MJ weren't in their house colour.  
"Athletics Day is coming up and I'd like all of you to be there. This year everyone at school has to participate." Connors explained.  
Charles sighed. "I hate Athletics Day. And now they _make _us do it."  
Peter nodded and felt a jolt of pain run up his arm. He had hit it on his chair.  
"Parker! Weiderman! Quiet!" Connors snapped. "Events will include running, tug of war, basketball, soccer, football and a variety of throwing and jumping events." Connors continued. "You may now go to class."

Peter got home and threw his bag onto his bed. That was the first day he had had at school where he hadn't been bullied. Flash had been avoiding Peter since he was almost drowned and Harry was suspended and then expelled for breaking his arm.  
Peter got behind his computer and checked his email. He had an email from Oscorp. He opened it and started reading.

_Dear Mr. Parker,_

_It has come to my attention that you were recently bitten by an Oscorp Spider. My son, Harry, allowed this to happen. FYI he has been sent to boarding school, miles away from here. He will bother you, no more.  
But this is not why I have emailed you. My associates in the Biology department would like to run some tests to see if there's anything wrong. If there is, we can eject it, but it will require a guardian to sign a few papers.  
It will be free, courtesy of yours truly.  
Consider your medical funds paid for.  
Email me back before Friday afternoon if you would like to participate._

_Regards, Norman Osborn_

Peter was stunned. He didn't know what to do. His phone started ringing.  
"Hello?" He answered.  
"Hey Peter, it's me, MJ." MJ replied.  
"Hey! What's up?" Peter smiled.  
"My folks are being weird, can I come over? Where do you live?" She asked.  
"Sure, I live on 738 Winter Garden Drive." Peter told her.  
"You're kidding," She gasped.  
"No…what is it?" He asked.  
"Come to your frontyard for a sec," She said.  
Peter walked downstairs and opened the door with his uninjured hand. His phone dropped and something in his head went off, almost like a sixth sense. He caught it with lightning reflexes. Peter shrugged and walked onto the front lawn.  
"Okay, I'm here." Peter told her.  
"Look left," She giggled.  
He did so. He saw here to the house on her left and he smiled.  
"You live next door?" Peter said through the phone.  
"Yeah, I can't believe we didn't know." She smiled and hung up.  
She came over and he invited her in.  
"Who's this?" Uncle Ben smiled. "I'm Peter's uncle, Ben. This is my wife, May. We have looked after Peter for…"  
"Uncle Ben…you don't have to tell her," He laughed.  
Uncle Ben laughed back. "Run along, kiddo."  
Aunt May smiled behind Uncle Ben.  
Peter and MJ walked upstairs.  
"They seem wonderful," She smiled.  
"They are, I love them like parents. My proper parents died when I was a kid." Peter told her.  
"I'm sorry. How did they?"  
"Plane crash. My dad worked at Oscorp. My mum…I never found out what she did. Uncle Ben and Aunt May never told me."  
Peter led her to his room. He felt a little embarrassed, it was a mess and he had posters of his favourite bands all over his walls, along with famous scientists and even a drawing he had drawn for his mum and dad when he was a child. MJ was looking at it.  
"This is cute," She said.  
"I drew it when I was four or something." Peter laughed.  
She smiled and turned around to face Peter. "So what do you do for fun around here?"  
"Well, other than listen to music and my computer…you probably would be bored to death if I showed you, even more so if I told you." Peter replied.  
"Show me,"  
"You'll think I'm a nerd."  
"You are a nerd," She smiled and hugged him.  
He knew she was joking. He hugged her back.  
"What was that for?" He asked, when she broke free.  
She shrugged. "I don't feel too good. My parents are giving me all this stuff about not being good enough."  
"Oh. Come on, I might as well show you." He told her.  
They left the room. He walked down the hall and opened a door which said on the door "PPL" on it.  
"PPL?" MJ asked.  
"I put that there when I was 10." Peter laughed. "I guess it just stuck. Peter Parker Laboratories."  
She giggled.  
Peter walked down the stairs and into the basement. He flicked on a switch and MJ gaped at what she saw. Desks, whiteboards, a computer, TV's and shelves filled the room. Sophisticated science was scribbled on the white boards and the shelves were stocked with books. Tables had mini inventions on them.  
"What's this?" MJ picked up a small metallic wrist band which had a trigger coming off.  
"It's out of ammo, I call it a web shooter. I have to buy more."  
"A web shooter?" She asked.  
"It shoots a semi-liquid soluble which sticks to any surface. I usually make my 'webbing' tougher so that if I ever get super strength I can swing from buildings." Peter said jokingly.  
She laughed. "Let's hope."  
"Let's hope." Peter repeated.

Peter awoke from a nightmare. It had something to do with spiders. He got up. He flexed his arm. He must have been dreaming still. It was all muscly. "What the…?"  
Peter flung it around. "Wow,"  
He turned a light on and realised it was six in the morning. He'd be waking up in a half hour anyway. So he wondered downstairs. He prepared cereal and ate quickly. He got ready and realised that he would be waking up about now. He had an hour before he would leave, which meant he had two hours before school started.  
Peter got his bag and left a note saying he had left early to study for a test at the library which opened early on school days. He opened the door and was surprised to see MJ in a chair on his porch. She had a blanket over her. She looked cold.  
Peter scooped her up in his arms, which he now realised, was easier than it should have been.  
_What was going on?  
_Peter carried her inside and laid her down on his bed. He covered her with his blanket and left his schoolbag in his room. He rushed downstairs and ripped the note he had left. He figured he'd walk with MJ to school.  
He went back up and went into the bathroom. He removed his shirt and checked his muscles out.  
"What the hell?" He whispered. They were large. Very large. He checked his abdominal muscles and he now had a six pack. He picked up his shirt and went to find a bigger one that wouldn't look like tights on his new, strangely muscular body. He walked into his room and looked through his drawers.  
"Wow, you're more fit than I expected." MJ said sleepily, suddenly awake.  
Peter looked at her. "What?"  
"Dude, you're all muscly and stuff." She got up and felt his biceps.  
Peter smiled and put a shirt on.  
"So what happened?" He asked.  
"What do you mean?" She replied.  
"Why were on the porch?" Peter sat down and she sat beside him.  
"My parents decided that they would have a night to themselves." She started crying.  
He put an arm around her. "Hey, it'll be fine. Next time they do that, just call me and I'll let you in. I'll sleep on the couch,"  
She leaned on his shoulder. She sniffed.  
"It'll be okay." He said.  
She smiled and hugged him. "I'm gonna go get ready for school. Meet you outside in a half hour?"  
"Sure. Gwen will be here soon too."  
"You walk with Gwen? I didn't know." She smiled.  
"We've known each other since we were kids." He told her.  
"So is there anything going on between you two?" She elbowed him softly.  
"Nope. No, just friends. I'm just little single Peter." He smiled.  
She left the room. "See you soon,"  
He got up and something in his head screamed at him. He fell. His ears rang. That's when he heard MJ scream.

Peter sprinted to the stairs and was surprised at what he did next.  
He crawled across the wall on all four of his appendages and leapt down to the ground, doing a roll. _Okay, maybe I am dreaming. _Peter thought._  
_Peter saw a man holding a knife to MJ's throat.  
"Take it easy," He told the man.  
"Give me everything you have that's worth something." He demanded.  
Uncle Ben was creeping up behind him.  
"Okay, just let the girl go, and I will fetch you any money you want," He told the man.  
"I'm thinking I might take the girl and have a little fun,"  
She screamed.  
"She's fifteen," Peter said.  
"And?" He laughed.  
Uncle Ben grabbed his arm and pulled it away from MJ's neck. He dropped the man and the knife fell to the ground. The intruder kicked Uncle Ben in the stomach and he collapsed.  
The man took his knife and jammed it into Uncle Ben's stomach.  
Peter screamed. "NO!"  
He ran across the room and tackled the intruder out the door. He punched him over and over until he bled. He kept punching until the thief went limp. He turned and ran back to Uncle Ben.  
"Peter…" He started. "Your father always told me that he had made this up but I'm not so sure,"  
Peter was crying. "No, no, no. We're gonna get you to safety. You're gonna be okay. Call an ambulance!"  
MJ had already.  
"She's a keeper," Uncle Ben smiled. "Ask her out."  
Peter smiled, but you couldn't recognise it through all the tears.  
"Uncle Ben,"  
"Listen to me, Peter," He started.  
Peter listened.  
"You have to remember that with…" he coughed.  
"With what?"  
"With great power, there must also come great responsibility. I love you. Tell May I love her."  
Peter was bawling. Tears rolled off his face and onto Uncle Ben's body.  
Uncle Ben's eyes fluttered shut and he stopped breathing.  
"NO!" He screamed. Tears rolled off his face. He pulled the knife out and threw it behind him. "YOU CAN'T DIE! UNCLE BEN!"  
Someone was pulling him off. He turned to see a police officer. He pushed him back and he fell.  
He ran back to Uncle Ben, but was pulled outside where his Aunt May waited, also crying her eyes out.  
They hugged.  
"Uncle Ben, he's," He stopped when he realised that the intruder was gone.  
"I know, Peter. I know."  
Peter let go and wiped his eyes.

Peter was standing on a rooftop. He had his web shooter on his right wrist and he was about to jump off the building.  
_What if this doesn't work? _Peter thought to himself.  
But without hesitation, he leapt from the building.  
He squeezed down on the trigger and to his surprise, he started swinging.  
"WOO HOO!" He screamed. He was laughing. He let go and spun another web. He needed to make another one.  
He swung onto the top of a building in Times Square.  
Peter just realised something. He knew what Uncle Ben had meant now.  
_With great power, there comes great responsibility.  
_He had to prevent the pain of the death of his Uncle from happening to anyone else. So he needed to hunt down the man who killed Uncle Ben and bring him to justice.

Peter finished making his second web shooter. He had remade both out of leather and brass so he didn't spend more on metal. He tested them a few times before actually using them. He slid them on his wrists, pulled his hood up, and went hunting.

_Next in Dark Origins…._

**Chapter Three: Skin  
**


	3. Skin

**Chapter Three: Skin**

**Oscorp excursion, a few days ago…**

Charles had had enough. He had been beaten up, broken, bullied and scarred. It was time to fight back. It was time to retaliate.  
He walked into the lab. A doctor occupied one of the many computers, but he had head phones on and was listening to music. Charles snuck into the next room and saw a cupboard with a label on it.  
_Performance Enhancing Serum.  
_Charles smiled and tried to open it. It was locked. _Damn. _Charles didn't want it to come to this. He picked up a metallic pipe and stalked over to the scientist sitting behind the computer. He aimed it with his temple and swung too hard. The man fell to the left and hit his head on a metal bench. Charles checked his pulse. _Dead. _  
Charles didn't mean to, but he smiled. He searched him for keys. He found them in the scientists coat pocket. He walked back to the cupboard and unlocked it. Three test tubes with silver liquid were lined up in front of him. He took on and popped the lid off. "Cheers,"  
He swallowed all of it. He suddenly felt stronger. Faster. That was when he heard the screaming from outside.  
"Finally. My turn to be noticed." He smiled and walked out. But what he saw was everyone gathering around Peter Parker. "Parker." He whispered, menacingly.  
He punched the wall beside him, putting a hole through it.

**The present day…**

Peter pulled the hood over his head. He walked down the alleyway towards the man in the beanie. He was smoking with his friend. One of them had a switchblade, already opened.  
Peter stopped by them. He pulled a sheet of paper from his coat pocket. He kept his face hidden.  
"Have you seen this man?" Peter showed them the sheet of paper, which had Uncle Ben's killer on it.  
"Yeah." The one with the knife laughed.  
"Where can I find him?" Peter asked.  
"I ain't tellin' no fourteen year old." He laughed. "Now run along before I chose to gut you."  
"I'm fifteen. If you don't tell me where he is, I'll beat you until you tell me." Peter smiled beneath his hood.  
He laughed. "What are you, some kind o' hero huntin' down murderers?"  
"You could say that." Peter pocketed the paper and grabbed the man's arm, the one holding the switchblade. He pulled the knife away and stabbed it into the man's foot. He howled and Peter right crossed him in the jaw. He jumped up and landed on the wall. He pulled his sleeves up and shot two webs from the now visible web shooters. They got the men both on their heads. He slung them upwards.  
"Now, I'm not going to ask again." Peter looked at them.  
"We don't know!" The other man spoke up.  
"Is that so?" Peter asked.  
He heard sirens coming his way.  
"Hear that?" Peter asked, a smirk coming onto his darkened face. "That's the sound of you being locked up."  
"We didn't do nothin'." The man with the stabbed foot said.  
"You didn't. He did. He stabbed your foot and knocked you out." Peter told them as he swung a foot into the stabbed-foot-guy's head.  
He scurried up the wall, similar to a spider.  
He reached the roof and peered over the side. The police stood there, gun's out. Peter smiled and started running across the rooftop. He dived off and streamlined his body. At the last minute, he shot a web line onto the Daily Bugle and swung down the street. He landed on a wall and proceeded to land in an alleyway. He removed his hood and walked onto the heavy populated street. He went up to a small newsstand and picked up todays paper.  
_Hooded Vigilante Takes out More Wanted Criminals _was the headline. Peter smiled. He bought the paper and shoved it in his back pocket. He heard a scream behind him. He turned to see a bus hurtling out of control, right for the middle of an intersection. Peter pulled the hood over his head and ran down the street.  
_What am I doing? _He thought. _What AM I doing?  
_He vaulted onto the side of a building, running across it like it was a running track, which reminded him. Athletics day tomorrow.  
He dived onto the street and commando rolled. He splayed his hands and caught the toppling bus before it hit bystanders. It was becoming too heavy. "Move," He managed to tell the bystanders.  
He pushed back and the bus returned to its straight up position.  
People clapped. He thought about removing his hood to show who he was, but didn't. He turned and shot a web onto the Daily Bugle, swinging away.

"Interesting. Do you think it's that Parker kid?" Norman asked Raxton.  
"Well we never know until the spider venom is tried on another person." Raxton told him. "Then again, it could be the person who stole the vile of Vibranium which was falsely labelled 'Performance Enhancing Serum'."  
"Falsely labelled?" Norman turned to face him.  
"The Vibranium does enhance your abilities, but it will drive this guy crazy." Raxton told him.  
"I want the security cameras of the day it was stolen. We gotta find this guy." Norman told him. "I want it ASAP."  
Norman left the room.

Peter had done it. He had made a costume. He didn't exactly know why or what it'd be used for, but he had done it.  
It was mostly red and blue with white eye patterns. He thought about decorating the red parts with webbing but decided against it for now.  
He had however, sewn the shape of a spider onto the chest of the suit.  
Peter put the suit on his table and left the basement. He decided not to hunt anymore tonight. He was tired and wanted to be fully rested for Athletics Day.  
So he slept.

Peter turned the TV on before he left. He flicked it between channels and something caught his eye. He turned to the news.  
_"…it seems that this vigilante is trying to help, but in the wrong way. That's why the police have him wanted for attempted murder."  
_"What!?" Peter said a little too loud.  
"What is it!?" Aunt May yelled from the kitchen.  
"Oh, just, bad weather throughout the week!" Peter quickly made up. Which was really unlucky, since it was sunny all week.  
Peter walked into the kitchen. "I'm going to head off."  
"See you later, dear." She kissed his forehead and he waved as he left.  
He saw MJ and Gwen talking near his mailbox. He walked up to them.  
"Hey," He said.  
"Hey…you need a haircut," Gwen giggled.  
MJ laughed.  
"I was planning on getting one today actually," Peter told them.  
"Speaking of…are you competing in the Athletics Day competitions? Or are you gonna skip school?" MJ asked him.  
"Peter Parker has never done either," Gwen smiled.  
"Well I was going to skip with my boyfriend, but he wants to participate." MJ told them.  
"Boyfriend? Who!?" Gwen put her hands on MJ's shoulders.  
"Flash Thompson," MJ told her.  
"Awesome!" She laughed.  
"I'm gonna go to Charles' place and see if he's coming," Peter told them.  
"Okay…well, we'll be at school." MJ told him.  
Peter started walking to Charles'  
"Pete, wait up!" Gwen yelled from behind him. He turned.  
"Where's MJ?" He asked.  
"She's just talking to her parents." She told him.  
"What is it?" He asked her.  
"So you don't like MJ?" She asked.  
"What do you mean?" He replied.  
"Well I presumed you had a thing, but your face when she said she had a boyfriend was neutral."  
"Well I guess I don't," He laughed.  
"You're full of surprises." She skipped back to MJ, waving.  
So he went to Charles'.

He knocked three times. "Hello!?"  
Someone opened the door. It was Charles. He was covering everything on his body except his head.  
"What?" Charles asked.  
"You haven't been at school," Peter told him.  
"Yeah, so what?" Charles asked.  
"Are you sick?" Peter asked.  
"No, just go away." He said.  
"What's wrong?"  
"Go away. Please, Peter." He tried to close it, but Peter held it.  
He pulled the blanket covering him away and gasped.  
"What the…?" Peter started.  
His forearm down to his hand was completely silver.  
"It's Vibranium," Charles told him. "I drank something at Oscorp. I thought people would finally notice me once I had beat up Harry with my…abilities that the thing I drank gave me. I would've been if you didn't get bitten and stole my glory…"  
"I stole your glory? What are you, five? This could kill you Charles." Peter sounded serious. He _was _serious.  
"I have been living in the shadows my whole life Pete. My dad abuses me and my mum,"  
"At least you have parents!" Peter cut him off. "My Uncle died a few days ago! You have it easy! I was almost killed twice by the psycho offspring of Norman Osborn! What happened to you? Did he call you a nerd? Did he punch you in the face? Is that it?!"  
Charles' face twisted into a face of pure rage. "They tied me to a post in a field and left me there for two hours, with a bottle of water in front of me."  
"I would prefer being stuck there for a week than my Uncle dying!" Peter yelled.  
"Asshole." Charles punched him with his metallic hand in the chest and he went flying onto the road. "I've killed before, Pete. And I can do it again."  
Peter got up. He ran at Charles. Charles smiled. Peter jumped up at an abnormally large height. He used webbing to pull himself down on top of Charles. He punched him repeatedly.  
"You're not the only one with special powers." Peter told him. Peter threw Charles through the door and used his webbing to slam it shut.  
"Jesus what did you do." Peter walked away.

"100 meter sprint boys. Simple enough? You run to the other end as fast as you can. Stay in your own lane and hope to god Flash doesn't beat you." The PE teacher told them.  
Peter ran up to them. "I wanna join, you have a free lane."  
They laughed, including the teacher.  
"You're sure, Parker? I mean these are my top students!" He said.  
"Yeah," He told the coach.  
"Well, don't cry if you lose." The Coach laughed.  
Peter wanted to smile, but he couldn't. He didn't want to give it away.  
"Good luck, gentlemen." Peter told them, as he got ready to race.  
They laughed.  
"On your marks!"  
Peter's heart pounded.  
"Get ready!"  
Peter looked to his right at Flash, then snapped back as the coach yelled….  
"GO!"  
He sprinted forward. He was second at the moment. He and Flash were leaving everyone behind them. Peter pushed. He was in front of Flash.  
_50 metres left.  
_He sprinted for the end.  
_25 metres._  
He bent his head down and went for the finish  
_10 metres.  
5 metres.  
_He turned around after he finished. Flash finished about three seconds after him.  
People looked at him with eyes wide for a few seconds.  
"Give it up for Parker!" Flash yelled.  
They all screamed. "PARKER! PARKER! PARKER!"  
Peter smiled. He threw his fists in the air.  
He turned and saw Gwen. She approached him while everyone was cheering.  
"When did you get so fast? And why are your muscles so big? If your hair was shorter you'd be the hottest guy at school," She laughed  
He did too. "As if I'm not already." He joked. "I'm not even tired."

He and Gwen spent the intermissions between events together for the rest of the day, as did Flash and MJ. The end of the day finally arrived and the awards ceremony had come.  
"I will now announce the top 3 performing students at school!" The announcer yelled through the microphone. "In third place we have, Jason Ionello!"  
Jason walked up to the third place podium.  
"Second we have, Flash Thompson!" Everyone cheered.  
"And first is, I can't believe it, Peter Parker!"  
Everyone clapped and cheered for him. Peter felt happy. He got up to the first place podium and threw his arms up. He shook hands with Flash and Jason and they left the podium.  
Peter found Gwen and they walked to a classroom.  
"So you won?" Gwen smiled.  
"Yeah, I guess so." Peter sat down on a desk. Gwen sat down too.  
"So are you gonna tell me what's been bothering you?" She asked.  
"What?" He replied. "You know what it is, Uncle Ben died."  
"But it's different. You were fine this morning, but you just weren't you when you came from Charles." She asked.  
He didn't have to answer. The window behind them smashed and Charles flew through it. Peter picked up Gwen and slung her onto his back.  
"Hold on tight!" He yelled. He leapt over Charles and out the window. He clung to the wall and climbed up it onto the roof.  
"I need you to stay here!" He yelled over the noise of screaming.  
She started to ask something, but he silenced her and jumped off the building.

Peter pulled the hood over his head and swung into classroom he was with Gwen in. He saw Charles just standing there. He wore a white singlet that had the Nirvana logo spray painted on. His arms were completely Vibranium, a bit of his leg was and around his face was.  
"Charles, let's take this away from the school so no one gets hurt, yeah!?" Peter yelled.  
"I didn't come here to fight, web head." Charles exclaimed.  
"Web head? Seriously?" Peter laughed.  
Charles ignored him. "I came here to challenge you. I will be attacking Times Square tomorrow, killing everyone that gets in my way. If you're really what the press says you are, you'll come."  
Peter jumped from the building and Charles walked up to him.  
"I just wish we could be friends Peter." He said.  
"We can be," Peter started. "You just need to get over your fantasy of being a popular kid like Flash."  
"That's not my fantasy, Parker. My fantasy is to see those who made me suffer, suffer." He continued walking.  
"It's your dad isn't it?" Peter called out. "He drove you to this."  
He turned. "I did this for me! Not for him!"  
Peter didn't say anything, nor did Charles. He just walked away.  
Peter turned to see Gwen standing there.  
"I'm coming over your house. I have about a billion questions." Gwen announced.  
"I have to do…" Peter started.  
"No, this isn't negotiable." She announced.  
He pulled his hood off. "Well I'm getting a haircut."

It looked great. It was short, like proper boy hair short. He had told the hairdresser to leave some on the top so he could put hair product in, which he did when he got home. Gwen came knocking about five minutes afterwards. Peter finished fixing up his hair and went downstairs. He opened the door.  
"Whoa." Gwen stared at his hair.  
"It's terrible isn't it," Peter sagged.  
"No…you look good." She smiled.  
He smiled. "That's a first." He let her in and they went upstairs.  
Peter and Gwen went down into the basement. He got out his costume and decided to sew on webs while Gwen asked him questions.  
"So you have superpowers? How?" She asked.  
"Well I think they're from that spider bite. I can climb walls, I'm super strong, I heal fast, I have this thing that goes off in my head that detects incoming danger, which I now call 'Spider-Sense'." Peter replied.  
"And what about Charles?" She asked.  
"I'm not entirely sure, but he drunk some sort of liquid which gave him super strength and some sort of shell made out of a rare metal called Vibranium." Peter explained. "Which would make him almost unstoppable. How can I beat him?  
"It's not your responsibility," Gwen told him.  
"Well maybe it is." Peter replied. "Someone once told me that with great power, there must also come great responsibility. I know what he meant now."  
Gwen looked down. "I just don't want to see you get hurt,"  
Peter put the costume down and walked over to Gwen. He knelt down so he could look into her eyes. He squeezed her hand. "I'm going to be okay,"  
She looked worried.  
He pulled her in for a hug.  
"I just don't want to lose you," She whispered.  
They broke apart. "I'm not going anywhere."  
They hugged.

Peter looked over Times Square in his costume which was fully sewn now. Nothing was happening. His 'spider-sense' blasted through his head and he ducked. He lashed out his leg to kick whoever was behind him and when he hit it, it hurt.  
Peter winced and realised it was Charles, his body now fully covered in Vibranium. Peter rolled passed him and stood.  
"Why are you doing this?" Peter asked.  
"Because I have to," Charles said no more.  
He ran at Peter. Peter jumped up and used his web to pull Charles off the building with him. He tossed Charles into the middle of a road, which luckily had no people or cars on it.  
Peter used his webbing to slow down his fall. He landed on the road.  
_Well that was easy. _Peter thought.  
But he spoke too soon. Charles got up.  
"Run! All of you!" Peter screamed to the innocent bystanders.  
They did as he said. Except a man who had fallen from his wheelchair.  
_Damn. _  
Peter ran over to the man and helped him into the wheelchair. He gave him a push and he was off.  
_Spider-Sense.  
_Peter ran forward and just missed a car being tossed at him. It smashed through the wall of the building he was next to. People inside screamed and ran.  
Charles walked from all the smoke and faced Peter. They stood a few metres apart.  
Peter shot a web at his body and pulled it up and over his head. He slammed him onto the ground on the other side of him and repeated it.  
Charles laughed. "Your attempts are futile. If only you had a volcano."  
Peter thought of completely the opposite. Water. He had to lead him to the river. But how?  
Peter jumped up and slung a web. He swung into Charles, taking him off his feet. Peter used a web to grab Charles' hand as he fell towards the street. He was certainly heavy.  
He threw him across Times Square and continued this process until he reached the river's side.  
"I see what you're doing. Luring me away from innocent people? They deserve to die, they did nothing to help me. To help _us._" Charles told him.  
"Well you're wrong, but I did bring you here for another reason." Peter told him.  
"Why, may I ask?" Charles was off guard.  
"I really don't want to do this, but you leave me no choice." Peter used two web lines to create his body into a slingshot. He flung into Charles before he could move. Charles flew into the river, but so did Peter. He used his webbing to pull himself back onto the street, while Charles sank.  
"I really hoped it hadn't ended this way, buddy." Peter whispered to himself, as Charles' body disappeared beneath the water.  
"Police! Get down! You're under arrest." A policeman shouted.  
"I was helping you! I'm the hero here, what did you do!?"  
"Remove the mask and get on the ground!" the police yelled.  
Peter jumped up and swung off, dodging the bullets being shot at him.

"Spider-Man?" Norman Osborn asked Raxton.  
"That's what they're calling him. He seemed to have found the Charles boy and eliminated him." Raxton told Norman.  
"We need to deploy the Goblin." Norman announced. "The spider venom could make him crazy."  
"We can't yet, might I suggest Creel?" Raxton asked.  
"Creel won't listen to us, last time we tried to use him to help, he got many American soldiers killed, if it were not for Captain America, he would still be active." Norman told him.  
"If we offer him money he will listen." Raxton told his boss.  
Norman smiled. "He will not by any circumstances, be paid up front."  
"Agreed." Raxton said.  
He made a call.  
"Dillon, Mr. Osborn wants to see Creel, tell the head of security." Raxton told Max Dillon, who was on the other end of the call.  
_"Creel?" _Dillon asked.  
"You may know him by his old field name…the Absorbing Man."

_Next up in Dark Origins…_

**Chapter Four: Absorb  
**


End file.
